NEWS
RELEASE
UNITED BANKSHARES, INC.
DATE: February 18, 1998 FOR IMMEDIATE RELEASE
FROM: United Bankshares, Inc. Fed One Bancorp, Inc.
514 Market Street 21 12th Street
Parkersburg, WV 26101 Wheeling, WV 26003
CONTACT: Steven E. Wilson Lisa DiCarlo
Executive Vice President Senior Vice President
and Chief Financial Officer and Treasurer
(304) 424-8800 (304) 234-1100
UNITED BANKSHARES, INC. AND FED ONE BANCORP, INC.
ANNOUNCE AGREEMENT TO MERGE AND CREATE
$4 BILLION BANKING COMPANY
COMBINED COMPANY TO RANK AMONG NATION'S TOP 100 IN MARKET CAPITALIZATION
United Bankshares, Inc. (UBSI), and Fed One Bancorp, Inc. (FOBC),
jointly announced today the signing of a definitive agreement to merge. The
transaction will add approximately $367 million in assets and twelve full
service banking offices to United's franchise to bring total company assets to
$4 billion and total offices to eighty-two.
The agreement will be structured as a pooling of interests and will
provide for a tax-free exchange of 0.75 of a share of United common stock for
each common share of Fed One. Based on United's February 17th closing stock
price, the transaction would have a value of approximately $36.47 per share, or
an aggregate consideration of approximately $92 million based on Fed One's 2.5
million common shares outstanding.
UNITED
BANKSHARES,INC.
THE CHALLENGE TO BE THE BEST NEVER ENDS
United Bankshares, Inc....
February 18, 1998
Page Two
Richard M. Adams, Chairman and Chief Executive Officer of United, said,
"Fed One's franchise significantly enhances United's market share in the
northern panhandle of West Virginia. In addition, this will represent United's
first entry into the state of Ohio. We expect the transaction to be nondilutive
to earnings per share and should enhance our franchise value. The merger will
strengthen United's current offices in the Wheeling and Morgantown areas and
will allow United to add offices in the eastern Ohio region. Further, following
the combination United will rank in the top 100 banking companies in the Nation
in terms of market capitalization."
Fed One's Chairman, President and Chief Executive Officer, Alan E.
Groover, said, "I am quite pleased that Fed One is joining United. We will now
be able to offer our customers many new financial products and services
including cash management and trust services." Groover will become a member of
United Bankshares' Board of Directors.
Fed One has issued a stock option to United that allows United to
purchase up to 19.9% of Fed One's common shares under certain circumstances.
Following completion of the proposed merger with Fed One, United will
have consolidated assets of over $4 billion with 82 full service offices in West
Virginia, Ohio, Virginia, Maryland and Washington, D.C. As part of the merger,
Fed One Bank, the subsidiary of Fed One, will be merged with United National
Bank, United's lead banking subsidiary. The proposed merger is expected to close
early in the fourth quarter of 1998.
United is currently awaiting final regulatory approval and the approval
of its shareholders and the shareholders of George Mason Bankshares, Inc.,
Fairfax, Virginia, to consummate its merger with George Mason early in the
second quarter of 1998. The merger with George Mason, with $1 billion assets,
will add to United's existing Northern Virginia presence and represents an
in-market transaction that will give United twenty-seven offices in this strong
economic area.
The common stock of United Bankshares and Fed One are traded
on the NASDAQ (National Association of Securities Dealers Quotation System)
National Market System under the quotation symbols "USBI" and "FOBC",
respectively.